Shared Claims. In the event that Insured Claims of more than one Party exist relating to the same occurrence, Air Products shall have sole control over the defense of such Action. Nothing in this Section 9.4 shall be construed to limit or otherwise alter in any way the obligations or rights of the Parties, including those created under Article VI or this Article IX of this Agreement or otherwise, by operation of law or otherwise.
Shared Claims. An amount of any recoveries received by the Sellers after the Closing and allocable to the Southern Business based upon the Agreed Sharing Proportion from any claims, causes of action, rights of recovery and rights of set off relating to both the Southern Business and the Northern Business, except as otherwise set forth in the Framework Agreement;
Shared Claims. Portola, on the one hand, and BMS and Pfizer, on the other hand, shall [*] any Claim that (a) does not result from the negligence or willful misconduct of any Portola Indemnitee or BMS/Pfizer Indemnitee or breach of this Agreement by Portola or BMS or Pfizer; and (b) cannot be traced solely to either Apixaban or PRT064445.
Shared Claims. 7.1 ACKNOWLEDGMENT. Each party acknowledges that, from and after the Distribution Date, there may be claims and proceedings against such party and its Subsidiaries (other than workers' compensation claims which pertain to any persons who remain employed by LJSC on the day after the Distribution Date ("Excluded Claims") which shall remain the sole responsibility of LJSC) that relate (in whole or in part) to activities alleged to have transpired prior to the Distribution Date and with respect to which it would be fair and appropriate to apportion liability therefor between the parties ("Shared Claims").
Shared Claims. Any Losses arising out of any Third Party claim involving any actual or alleged death or bodily injury arising out of or resulting from the Development, Manufacture or Commercialization of any Profit-Share Product in the Field in the Territory, to the extent that such Losses exceed the amount (if any) covered by the applicable Party’s product liability insurance (“Excess Product Liability Costs”), shall be shared equally by the Parties as a Product Liability Cost for purposes of calculating Profit-or-Loss, except to the extent such Losses arise out of any Third Party claim based on (a) a Party’s breach of any of its representations, obligations or warranties under to this Agreement, or (b) the negligence or intentional act of a Party, its Affiliates, or their respective permitted sublicensees, or any of the respective officers, directors, employees and agents of each of the foregoing entities, in the performance of obligations or exercise of rights under this Agreement.
Shared Claims. 9 6.1 Acknowledgment.............................................. 9 6.2 Notification................................................ 9 6.3 Cooperation................................................. 9 6.4 Liability................................................... 9 VII. MISCELLANEOUS.................................................... 10 7.1
Shared Claims. Notwithstanding the foregoing, any Claims brought against either Party that directly or indirectly arise out of, are based on, or result from the performance of any (i) Shared Study (other than an Allos Study) in accordance with the Development Plan, or (ii) an Allos-Facilitated ISS or Mundipharma-Facilitated ISS, and that (in the case of both (i) and (ii)) are not otherwise subject to indemnity under Sections 10.1 or 10.2 (“Shared Claims”) shall be shared by the Parties. Any and all damages, losses, liabilities, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries paid to a Third Party or incurred by the Parties in connection with Shared Claims (“Shared Costs”) shall be paid for by the Parties in the proportions set forth in Section 4.5 as in effect at the time the Shared Costs become due and payable, and each Party shall reimburse the other as required to give effect to this Section 10.
Shared Claims. From and after the Closing Date, the Seller shall be responsible for managing and pursuing Shared Claims in Seller's sole discretion. The Seller shall be responsible for all legal expenses, fees, project management costs or consulting costs incurred by it arising from such Shared Claims. The Buyer shall not incur, nor permit the Company to incur, any expenses relating to such Shared Claims without the prior written consent of the Seller. If, after the Closing Date, the Buyer or the Company desires to initiate a project construction claim, action, suit, proceeding, charge or complaint against a general contractor, construction manager, owner or other Third Party with respect to a Seller Project, then prior to taking any action with respect thereto, Buyer shall discuss the merits of such claim, action, suit, proceeding, charge or complaint with Parent. Parent shall determine in its sole discretion whether to pursue such claim, action, suit, proceeding, charge or complaint and shall consider in good faith Buyer's recommendations, including Buyer's evaluation of the merits and selection of counsel. If any such claim, action, suit, proceeding, charge or complaint is initiated by Seller or the Parent, then such claim, action, suit, proceeding, charge or complaint shall be deemed a Shared Claim for all purposes hereunder. The Buyer hereby agrees to cooperate with the Seller and the Seller Entities and their counsel, make available their personnel (including the personnel of ABW) and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the pursuit of any Shared Claim. The Seller may pursue, settle or abandon any Shared Claim in its sole discretion. Any proceeds or settlement of a Shared Claim shall be allocated as follows: (a) until such time as the Shared Claims Recovery Amount plus the Project Savings equals $4,000,000 and Parent/Seller has received any and all amounts of the Shared Claims Recovery Amount and the Project Savings to which it is entitled under this Agreement, one hundred percent (100%) to the Parent/Seller, and (b) at all times thereafter, in accordance with Section 5(l) below. The Parties hereby acknowledge that Seller shall be entitled to first recover all expenses incurred by the Company and the Seller Entities in connection with all Shared Claims. If, after the Closing Date, the Buyer proposes to pursue or initiate a claim with respect to a Seller Project against a Third Party, and th...
Shared Claims. Any Losses arising out of any Action brought by a Third Party involving any actual or alleged death or bodily injury arising out of or resulting from the development, manufacture or commercialization of any Product, to the extent that such Losses exceed the amount (if any) covered by the applicable Party’s product liability insurance, shall be shared equally by the Parties, except to the extent such Losses arise out of any Action brought by a Third Party based on (a) a Party’s breach of any of its representations, obligations or warranties under to this Agreement, or (b) the negligence or intentional act of a Party, its Affiliates, or their respective permitted sublicensees, or any of the respective officers, directors, employees and agents of each of the foregoing entities, in the performance of obligations or exercise of rights under this Agreement.
Shared Claims. Notwithstanding the foregoing, any Claims brought against either Party that directly or indirectly arise out of, are based on, or result from, the performance of any (i) Shared Study (other than an Allos Study) in accordance with the Development Plan (including the Initial Development Plan), or (ii) an Allos-Facilitated ISS or Mundipharma-Facilitated ISS, and that (in the case of both (i) and (ii)) are not otherwise subject to indemnity under Sections 10.1 or 10.2 (“Shared Claims”) shall be shared by the Parties; provided, that for the purposes of this Section 10.3 only, “Shared Study” means (i) up to and including the Effective Date, any of the Existing Studies (other than an Allos Study) or Additional Studies, and (ii) after the Effective Date, Additional Studies. For clarity, any Claims brought against either Party that directly or indirectly arise out of, are based on, or result from the performance of any Existing Study after the Effective Date shall be subject to Allos’ indemnity under Section 10.1 and any Claim that is brought after the Effective Date but arises out of, is based on, or results from the conduct of any Existing Study prior to the Effective Date shall be a Shared Claim. Any and all damages, losses, liabilities, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries paid to a Third Party or incurred by the Parties in connection with Shared Claims (“Shared Costs”) shall be equally shared and paid for by the Parties, and each Party shall reimburse the other as required to give effect to this Section 10.
